Binah Capital Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
BCG$1.07-2.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Form 10-K:
Financial Statements:
| | |
|---|---|
| | Page |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and December 31, 2024 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024 | F-5 |
| Consolidated Statements of Comprehensive Income (Loss) | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 | F-7 |
| Notes to the Consolidated Financial Statements | F-8 |
| (b) | Exhibits: |
|---|
| Exhibit No. | | Description |
| 3.1 | | Amended and Restated Certificate of Incorporation of Binah Capital Group, Inc. (incorporated by reference to Exhibit 3.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 3.2 | | Amended and Restated Bylaws of Binah Capital Group, Inc. (incorporated by reference to Exhibit 3.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 3.3 | Certificate of Designations of the Convertible Participating Preferred Stock (incorporated by reference to Exhibit 4.5 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). | |
| 3.3.1 | Amended and Restated Certificate of Designations of the Series A Junior Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K filed with the SEC on December 26, 2024). | |
| 3.4 | Certificate of Designations of the Series B Junior Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended September 30, 2024, filed with the SEC on November 14, 2024). | |
| 3.4.1 | Amended and Restated Certificate of Designations of the Series B Junior Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on February 27, 2026). | |
| 4.1 | | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 4.2 | | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 4.3 | | Existing Warrant Agreement, dated November 19, 2020, between Kingswood Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 4.4 | | Warrant Assumption Agreement, dated March 15, 2024, by and among Continental Stock Transfer and Trust Company, Kingswood Acquisition Corp. and Binah Capital Group, Inc. (incorporated by reference to Exhibit 4.4 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 4.5* | Description of Securities | |
| 10.1 | | Subscription Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc., Wentworth Management Funding LLC and Pollen Street Capital Limited (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 10.1.1 | Form of Series B Subscription Agreement (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended September 30, 2024 filed with the SEC on November 14, 2024). | |
| 10.2 | | Registration Rights Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 10.3 | | Strategic Alliance Agreement, dated March 15, 2024, by and between Binah Capital Group, Inc. and Kingswood US LLC. (incorporated by reference to Exhibit 10.12 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). |
| 10.4 | Credit Agreement, dated December 23, 2024, by and between Binah Capital Group, Inc. and Byline Bank (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on December 23, 2024). | |
| 10.5‡ | Binah Capital Group, Inc. 2024 Equity Incentive Plan (incorporated by reference to Binah Capital Group, Inc.’s Registration Statement on Form S-8 (Reg. No. 333-286609) filed with the SEC on April 17, 2025). | |
| 10.6‡ | Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). | |
| 10.7‡ | | Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). |
| 10.8‡ | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). | |
| 10.9‡ | Form of Director Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). | |
| 10.10‡+ | | Form of Executive Officer Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). |
| 10.11‡ | | Executive Employment Agreement, dated August 14, 2024, by and between Craig Gould and Binah Capital Group, Inc. (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-K for the Quarterly Period ended June 30, 2024, filed with the SEC on August 15, 2024). |
| 10.11.1‡ | | Amended Gould Employment Agreement (incorporated by reference to Exhibit 10.5 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). |
| 10.12‡ | | Executive Employment Agreement, dated August 14, 2024, by and between David Shane and Binah Capital Group, Inc. (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-K for the Quarterly Period ended June 30, 2024, filed with the SEC on August 15, 2024). |
| 10.12.1‡ | | Amended Shane Employment Agreement (incorporated by reference to Exhibit 10.6 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025). |
| 10.12.2‡* | | Amendment No. 2 to the Executive Employment Agreement, dated February 26, 2026, by and between David Shane and Binah Capital Group, Inc. |
| 19.1*† | | Insider Trading Policy of Binah Capital Group, Inc., as amended. |
| 31.1* | | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | | Claw Back Policy (incorporated by reference to Exhibit 97.1 to Binah Capital Groupm Inc.’s Form 10-K for the year ended December 31, 2024). |
| 101.INS | | XBRL Instance Document |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH | | XBRL Taxonomy Extension Schema Document |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
|---|
| ‡ | Management contract or compensatory plan or arrangement. |
|---|
| * | Filed Herewith |
|---|
| ** | Furnished Herewith |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.